ADDENDUM TO LEASE This ADDENDUM is attached to and forms a part of that certain Standard Industrial Lease dated for reference purposes November 30, 1993, by and between William D & Edna J. Wright dba South Coast Business Park ("Lessor"), and q.a.d.,...

                                ADDENDUM TO LEASE

     This ADDENDUM is attached to and forms a part of that certain Standard
Industrial Lease dated for reference purposes November 30, 1993, by and between
Xxxxxxx D & Xxxx X. Xxxxxx dba South Coast Business Park ("Lessor"), and q.a.d.,
Inc., a California Corporation ("Lessee"). The said Standard Industrial Lease
is hereby modified/supplemented (and as modified/supplemented is hereinafter
referred to as "this Lease") in the following particulars only:

          A.   OPTION TO EXTEND TERM OF LEASE.  Lessee is hereby granted the
option to extend the term of this Lease for two (2) additional successive
periods of three (3) years each. The options shall be exercised by the delivery
of written notice to Lessor no earlier than two hundred seventy (270) days and
no later than one hundred eighty (180) days prior to the expiration of the lease
term then in effect. Any extensions granted hereunder shall be on the same terms
and conditions applicable to the initial term except as to rent, which shall be
increased in accordance with Paragraph B(2) below. Lessee's right to exercise
the options granted herein is subject to the terms and conditions set forth in
Paragraph 39 of this Lease.

          B.   ADJUSTMENTS TO BASE RENT.
               (1)  COST OF LIVING ADJUSTMENTS TO BASE RENT. The Base Rent 
payable pursuant to Paragraph 4.1 shall be subject to further adjustment as of 
lease anniversary date, and as of the same date each year thereafter during the
initial lease term and any extension period. Said date is hereinafter referred 
to as the "Adjustment Date." The adjustment shall be made as follows:

          The Base Rent for the Premises shall be adjusted by the same
percentage as the change, if any, in the Consumer Price Index (All Items for All
Urban Consumers 1982-84=100 Base), of the United States Department of Labor,
Bureau of Labor Statistics for Los Angeles-Anaheim-Riverside, CA (the "Index").
The adjustment shall be calculated according to the following formula:

          X = A x B
                  -
                  C

          X =  Adjusted rent

          A =  Base Rent as of the first month of the term then in effect.

          B =  The monthly index for the third month immediately preceding the
               Adjustment Date.

          C =  The monthly index for the third month immediately preceding the
               first month of the term then in effect.

The monthly rent as so adjusted shall be payable for each month commencing with
the Adjustment Date and continuing until the next Adjustment Date.



                                       -1-


          If the Index is discontinued or revised during the term of this Lease,
such other government Index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would be obtained if
the Index had not been discontinued or revised.

          (2)  DETERMINATION OF BASE RENT DURING EXTENSION PERIODS. In the 
event Lessee exercises the option to extend granted in Paragraph (a) above, 
the Base Rent payable at the commencement of the applicable Extension Period 
shall be the then prevailing market rate for a triple net lease of comparable 
lease Premises in the surrounding geographical area. Prevailing market rate 
shall be determined by mutual agreement of Lessor and Lessee on the basis of 
the value which will be obtained in an arms-length transaction between an 
informed and willing tenant (other than a tenant currently in possession of 
the demised Premises) and an informed and willing landlord (other than the 
then existing landlord of demised Premises) under no compulsion to lease. If 
Lessor and Lessee have not agreed upon the prevailing market rental rate by 
the date which is thirty (30) days prior to the expiration of the lease term 
then in effect, then the option to extend will automatically cease and be 
deemed extinguished. The base monthly rent as determined pursuant to this 
Paragraph B(2) shall thereafter be subject to further cost of living 
adjustments pursuant to the terms of Paragraph B(1) above.

          C.   CONSTRUCTION OF TENANT IMPROVEMENTS. Lessee understands and
agrees that Lessor is currently in the process of constructing the improvements
which shall comprise the Premises. In the course of such construction, Lessor
hereby agrees to construct the tenant improvements set forth in the plans and
specifications attached hereto as Exhibit "B". Such plans and specifications
are hereby clarified as follows: SEE EXHIBIT "B". Lessee has reviewed and
approved all such plans and specifications. Any changes or additions made by
Lessee to such plans and specifications shall be at Lessee's sole cost and
expense, including a ten percent (10%) administrative payment to Lessor. Such
additional payments shall be paid by Lessee to Lessor as follows: (i) fifty
percent (50%) upon approval of such change by Lessor; and (ii) fifty percent 
(50%) prior to occupancy of the Premises by Lessee. All tenant improvements
shall be deemed substantially completed when the City of Carpinteria issues a
Certificate of Occupancy for the Premises. Notwithstanding the issuance of such
Certificate, Lessee shall be provided with a punch list of such tenant
improvements prior to the commencement of the lease term, and shall inspect the
Premises after their substantial completion. Lessee shall set forth any manner
in which Lessee claims that the Premises to do not conform to the plans and
specifications attached hereto as Exhibit "B", as reasonably measured by the
standards of finished, comparably priced industrial space in the Santa Xxxxxxx
area (hereinafter the "discrepancy").  Lessor shall cure such discrepancies to
the extent Lessor deems such discrepancies to be reasonably claimed, within
thirty (30) days following commencement of the lease term. Provided however, if
any such discrepancy is incapable of cure within such thirty (30)-day period,
and Lessor has commenced the cure of such discrepancy within such thirty 
(30)-day period, this provision shall be satisfied.


                                       -2-



          D.   USE. Paragraph 6 of this Lease is hereby supplemented as follows:
               (1)  PROHIBITED USES. Lessee shall not do or permit anything to
be done in or about the Premises nor bring or keep anything therein which will
in any way increase the existing rate of or affect any fire or other insurance
upon the Premises or any of its contents, or cause a cancellation of any
insurance policy covering the Premises or any part thereof or any of its
contents.  Lessee shall not commit or suffer to be committed any nuisance or
waste in or upon the Premises. Lessee shall not use the Premises or permit
anything to be done in or about the Premises which will in any way conflict with
any law, statute, ordinance or governmental rule or regulation now in force or
which may hereafter be enacted or promulgated. Lessee shall not keep any animals
or pets on the Premises. Lessee shall not use or store "hazardous materials or
wastes" on the Premises, as such terms are defined by applicable federal and
state law, without Lessor's prior written consent. If such consent is given,
Lessee shall comply with governmental laws, rules and regulations pertaining to
hazardous materials and wastes. Lessor shall have a right of re-entry upon the
Premises on reasonable notice and at reasonable times for purposes of
inspection, contamination testing and remediation.

               (2)  INSTALLATION OF SPECIALIZED EQUIPMENT AND USE OF LESSEE'S
POSSESSIONS ON THE PREMISES. Lessor shall not be liable to Lessee for damage to
Lessee or Lessee's possessions, including but not limited to furniture,
fixtures, equipment (specialized or otherwise), and inventory, from any cause.
Lessee waives all claims against Lessor for damage to Lessee's possessions
arising for any reason. Lessee shall comply with all laws, regulations and
ordinances relating to the condition and use of any and all of Lessee's
possessions on the Premises, including laws requiring the alteration,
maintenance and restoration of the Premises as a result of Lessee's particular
use. Provided, however, any required alterations to the Premises shall be
conditioned upon Lessor's prior written consent. The Premises shall not be
electrically overloaded. No equipment, machinery, apparatus or other appliance
shall be used or operated on the Premises in such a manner that such equipment
will in any way injure, vibrate or shake the Premises, or place an excessive
burden on power sources installed on the Premises.

          E.   ASSIGNMENT AND SUBLETTING.  Lessee hereby understands and agrees
that Lessor may withhold its consent to any requested assignment or subletting,
and such withholding of consent shall be deemed reasonable, in the event that
the proposed assignee or sublessee intends to use or store hazardous wastes or
materials on the Premises. The term of the sublease shall not exceed the term of
the master lease.

          F.   INDEMNITY.  The indemnification of Lessor by Lessee pursuant to
Paragraph 8.7 of this Lease shall also include and extend to any violation by
Lessee of applicable state, federal and local laws pertaining to the use,
storage and discharge of hazardous materials and wastes.

          G.   DEFAULT.  Paragraph 13.1 of this Lease is supplemented to provide
that the release or discharge by Lessee of any hazardous material or wastes in
or about the Premises, or violation of any law or deviation from prescribed


                                       -3-



procedures in the use or storage of hazardous materials or wastes, shall
constitute a material default of this Lease by Lessee.  Wherever used in this
Lease, the terms hazardous wastes and/or hazardous materials shall include all
definitions of hazardous wastes and materials provided by both federal and
California law.











                                       -4-



          IN WITNESS WHEREOF, Lessor and Lessee have each caused this Addendum
to be executed concurrently with the Lease of which this Addendum forms a part.


LESSOR:

XXXXXXX D & XXXX X. XXXXXX dba
SOUTH COAST BUSINESS PARK


BY:  /s/ Xxxxxxx X. Xxxxxx              Dated:  January 20, 1994
     ------------------------------            -----------------------


LESSEE:

q.a.d., Inc., a California Corporation


BY:  /s/ Xxx Xxxxxx                     Dated:   1/13/94
     ------------------------------            ----------------------
     Xxx Xxxxxx, its President


BY:  /s/ Xxxx Xxxxxx                    Dated:   1/13/94
     ------------------------------            ----------------------
     Xxxx Xxxxxx, its Vice President

                                       -5-



                                Addendum to Lease
                                   Number Two

                                  Building "C"

Lessor shall spend up to $25.00 per square foot of leased space being remodeled
(suites 6, 7 & 8).

Lessee shall pay in cash for any tenant improvements requested by Lessee in
excess of $25.00 per square foot.

LESSOR:

Xxxxxxx X. Xxxxxx dba
South Coast Business Park


By   /s/ Xxxxxxx X. Xxxxxx                          January 20, 1994
     -----------------------------------------------------------------
                                                          Dated

LESSEE:

q.a.d., Inc., a California Corporation

By   /s/ Xxx Xxxxxx                                     1/13/94
     -----------------------------------------------------------------
     Xxx Xxxxxx, President                                Dated


By   /s/ Xxxx Xxxxxx                                    1/13/94
     -----------------------------------------------------------------
     Xxxx Xxxxxx, Vice President                          Dated




                                   EXHIBIT "A"



                                  [FLOOR PLAN]


                            SOUTH COAST BUSINESS PARK